Universal Terms Of Service

Updated time: May 23 2018 09:58:46 AM

FOR USE OF NNBER PTE. LTD - NNBER Pte. Ltd. the holder of NNBER PTE. LTD’s stored value facility, does not require the approval of the Monetary Authority of Singapore. Users are advised to read the terms and conditions carefully.

1. DEFINITIONS

1.1 The following expression shall have the meanings as set out:

“Agreement”

these Terms and Conditions together with the Vendor Application Form;

“Applicable Taxes”

any relevant taxes chargeable to the Vendor including without limitation Goods and Services Tax;

“Associated Company”

any company, which is in relation to any other company, its parent or subsidiary or a subsidiary of its parent company or any other person controlled by or under the same control direct or indirect;

“Authorisation”

the authorization of a Transaction in accordance with this Agreement and subject to the Payment Card Scheme Rules;

“Authorisation Request”

an electronic or mobile phone request of an Authorisation for a Transaction generated at the point of sale evidencing the purchase/refund of goods or services by a Cardholder from the Vendor and/or the Nominated Content Provider;

“Bank”

the Bank specified in the Vendor Application Form;

“Banking Day”

the day on which banks are open for business, excluding Saturdays, Sundays and public holidays.

“Cardholder”

a person to whom a Payment Card is issued or is authorized to use such Payment Card.

“Chargebacks”

the fee to which a Payment Card Scheme provider may charge from time to time in respect of invalid transactions

“Commencement Date”

the date of acceptance by the Vendor of these Terms and Conditions or such date mutually agreed between the Parties for commencement of the Payment Services.

“Customer”

any customer of the Vendor and/or the Nominated Content Provider using the Payment Services

“Fees”

the fees and NNBER PTE. LTD Transaction Charges as set out in Vendor Fee Form payable by the Vendor to NNBER PTE. LTD in accordance with Clause 5 for the provision of the Payment Services

“Intellectual Property”

all and any intellectual property rights including without limitation patents, trademarks, service marks, trade names, rights in designs, copyrights, trade secrets and Know-how, whether or not registered, whether or not in existence on the date of this Agreement and including applications for any such right, matter or thing or registration thereof together with any related goodwill.

“Interface”

the Software interface which may be amended or altered by NNBER PTE. LTD from time to time. The purpose of such interface being the linking of the Payment Services to the Vendor’s website or the mobile phone device in order to facilitate the processing of the Transactions

“Know-how”

such skills, knowledge, experience, technical information or techniques of whatsoever nature utilised by NNBER PTE. LTD in the performance of this Agreement

“Vendor”

any company, partnership, individual or any other entity that contracts with NNBER PTE. LTD for the provision of the Payment Services

"Vendor Application Form"

either an online or paper based application for the provision by NNBER PTE. LTD of Payment Services which refer to these Terms and Conditions to be completed by the Vendor prior to any Payment Services being provided;

“Nominated Content Provider”

any vendor supplying content to the Vendor and nominated by the Vendor as notified by the Vendor to NNBER PTE. LTD and approved by NNBER PTE. LTD in writing

“Payment Card”

a credit card, or charge card, or debit or prepaid card which NNBER PTE. LTD may process from time to time;

“Payment Card Agreement”

a valid and existing agreement between the Vendor and a Bank or card scheme provider (in the case Visa and MasterCard) that provides credit card, or charge card facilities authorizing the Vendor to process credit card, or charge card payments;

“Payment Card Schemes”

any card scheme as notified to the Vendor by NNBER PTE. LTD from time to time

“Payment Card Scheme Rules”

the industry standard rules relating to the use of Payment Cards

“Payment Services”

Secured end-to-end Transaction processing services provided by NNBER PTE. LTD between the Vendor, the Nominated Content Provider or the Customer and the Bank via the suite of applications that reside on distributed server-network.

“Refund”

reimbursement of any sum due from the Vendor and/or a Nominated Content Provider to a Cardholder

“Software”

computer programs, protocols and object codes, source codes and other forms of the same and or algorithms, logic, tools, formats, designs, methods and processes associated with such computer software provided by NNBER PTE. LTD to the Vendor, the Nominated Content Provider and/or their Customers, which enables the Vendor, the Nominated Content Provider and/or their Customers to use the Payment Services

“Transaction”

a payment, pre-authorization of a payment, refund or reversal made by the Vendor, the Nominated Content Provider or their customer, conducted on the internet or via mobile devices, using a credit card, or charge card, or debit or prepaid card as applicable.

“Transaction Charge”

the transaction charge as set out in Vendor Fee Form

“Transaction Data”

the transmission of authorization and settlement transaction messages between the Vendor, the Nominated Content Provider or their Customers and the Bank in a secure manner and in formats compatible with the Payment Gateway System.

“Validity Check”

the checks on the Payment Cards carried out by the Bank from time to time to check whether a Payment Card is valid for Authorisation of a Transaction

“Website”

either the NNBER PTE. LTD website owned, operated and maintained by NNBER PTE. LTD or the Vendor Website owned, operated and maintained by the Vendor or by a third party on behalf of the Vendor.

1.2 Headings in this Agreement are only for convenience and shall not affect its construction.

1.3 All obligations given or entered into by more than one person are given to or entered into jointly and severally unless otherwise specified.

1.4 Any reference in this Agreement to a paragraph or a schedule is a reference to a paragraph or schedule of this Agreement.

1.5 Any reference to a statute or statutory provision shall be construed as a reference to the same as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

2. PROVISION OF SERVICES

2.1 In consideration of the Fees payable by the Vendor and subject to the Vendor complying in full with its obligations in this Agreement, NNBER PTE. LTD agrees with effect from the Commencement Date to provide the Payment Services to the Vendor and the Nominated Content Provider(s) for the purpose of processing Transactions via the Payment Gateway System. The Vendor acknowledges that NNBER PTE. LTD is not providing the function of a settlement institution but is merely providing a technology infrastructure support. All settlements are to be carried out by the Bank.

2.2 The Vendor shall accept payments through the Payment Services for goods or services provided by it and/or its Nominated Content Providers to any Cardholders or Customers who so wishes to effect such payment and shall indemnify and keep NNBER PTE. LTD and the Bank indemnified from and against any liabilities, losses and other consequences arising from any such refusal.

2.3 The Vendor agrees that NNBER PTE. LTD in providing the Services does not act as principal but acts as facilitator on behalf of the Vendor to enable the Vendor and/or its Nominated Content Providers to enter into Transactions with its Customers. The Vendor further agrees to allow NNBER PTE. LTD to act as facilitator on behalf of the Vendor for the purpose of processing Authorisation Requests. The Vendor waives any claims against NNBER PTE. LTD, and fully indemnifies and keeps indemnified NNBER PTE. LTD against any claims by its Nominated Content Providers which the Vendor and/or the Content Providers may have whether for the performance or non-performance of any Transaction entered into as a consequence of NNBER PTE. LTD’s acceptance of an Authorisation.

2.4 NNBER PTE. LTD reserves its right to accept or reject any Vendor Application Form submitted by the Vendor. The Vendor shall also submit an online form to NNBER PTE. LTD in the form and manner as determined and notified by NNBER PTE. LTD to the Vendor (“Nominated Content Provider Application Form”) in the event the Vendor is desirous of utilizing the Payment Services for any Nominated Content Provider. NNBER PTE. LTD reserves its right to accept or reject any Nominated Content Provider Application Form submitted by the Vendor.

2.5 If the Vendor is using NNBER PTE. LTD’s vendor ID, the Vendor will be required to place a deposit in the amount as solely and absolutely determined by NNBER PTE. LTD. Any dates provided by NNBER PTE. LTD for the provision of the Services will be approximate only and NNBER PTE. LTD shall not be liable for any delay in completion of the Services howsoever caused.

2.6 NNBER PTE. LTD shall process via the Payment Gateway System Transactions made using:

2.6.1 MasterCard Card issued by a member or affiliate of MasterCard International Inc, on which the MasterCard or MasterCard II marks appear, and any other card conforming to the Standards established by MasterCard International Inc.;

2.6.2 American Express Card issued by a member or affiliate of American Express Company, on which the American Express marks appear, and any other card conforming to the Standards established by American Express Company.;

2.6.3 Visa Card issued by a member or affiliate of Visa International, on which the Visa marks appear, and any other card conforming to the Standards established by Visa International; subject to a valid Payment Card Agreement as applicable, being in place in respect of each type of Transaction to be processed.

2.7 Notwithstanding this Clause 2, NNBER PTE. LTD does not make any representation, express or implied about the suitability of the Payment Services for the Vendor’s and/or the Nominated Content Provider’s business.

3. DATA COLLECTION, PRIVACY AND SECURITY

3.1 The Vendor shall comply with all NNBER PTE. LTD security protocols and security advisories in effect during the terms of this Agreement. The Vendor shall be solely responsible for verifying the accuracy and completeness of all Transactions submitted and processed by NNBER PTE. LTD associated with the Vendor’s account and verifying that all corresponding funds are accurately processed. The Vendor acknowledges and agrees that NNBER PTE. LTD shall not be liable for any improperly processed or unauthorized Transactions or illegal or fraudulent access to the Vendor’s account, data or Transaction Data. NNBER PTE. LTD’s liability for improperly processed or unauthorized Transactions solely attributable to the negligence of NNBER PTE. LTD is limited pursuant to Clause 15.

3.2 The Vendor agrees that NNBER PTE. LTD will collect, retain and disclose information and data collected from the Vendor and their customers for the purposes of providing the Payment Services. NNBER PTE. LTD will use commercially reasonable efforts to safeguard data and Transaction Data transmitted while using the Payment Services,

3.3 The Vendor shall be solely responsible for compiling and retaining permanent records of all Transaction and data for the Vendor’s own reference. Except as otherwise provided herein, at no time shall NNBER PTE. LTD have an obligation to store, retain, report or otherwise provide any copies of or access to any records of Transactions or Data collected or processed by NNBER PTE. LTD.

4. CONFIDENTIALITY

4.1 NNBER PTE. LTD will maintain the confidentiality of each Transaction and will not collect or otherwise deal in commercially sensitive information, except to the extent necessary for the purposes of this Agreement.

5. FEES

5.1 Save as otherwise expressly provided herein, the Vendor must pay to NNBER PTE. LTD the Fees within 30 days of invoice date. The Transaction Charges and related fees laid out in Vendor Fee Form shall be paid at the following times and in the following manner:- (i) for transactions and fees by Vendor and Nominated Content Providers using NNBER PTE. LTD’s vendor identification, a deduction of the Transaction Charges shall be made by NNBER PTE. LTD from payment received and held in trust by NNBER PTE. LTD, which the Vendor hereby irrevocably authorizes NNBER PTE. LTD to deduct, (ii) for any remaining charges and fees that after deducting from the Vendor’s account with NNBER PTE. LTD within 30 days of invoice date. NNBER PTE. LTD is not obliged to refund any portion of the Fees in the event that the Vendor’s business is terminated for any reason. For the avoidance of doubt, the Fees shall apply to each and every Transaction whether by the Vendor or the Nominated Content Provider.

5.2 The Vendor shall be responsible for the acts, defaults, neglect or omission of any of its Nominated Content Provider as fully as if they were the acts defaults neglects or omissions of the Vendor. The Vendor shall procure.

5.3 NNBER PTE. LTD reserves the right to charge interest on all outstanding amounts owed to NNBER PTE. LTD and not paid in accordance with this Agreement at a rate of 1.5% per month calculated on a daily basis, from the day after expiry of the date the payment is due till full settlement thereof, before and after any judgment. If the Vendor disputes any charge made it must inform NNBER PTE. LTD in writing within 7 days of receipt of the relevant invoice. Interest shall accrue notwithstanding termination of this Agreement for whatever reason. The Vendor shall also be responsible for all reasonable legal fees and any other costs incurred by NNBER PTE. LTD in connection with collecting or recovering amounts owed by the Vendor under this Agreement (save for any amounts which are subject of a bona fide dispute between the parties).

5.4 Payment of all sums due to NNBER PTE. LTD by the Vendor shall be made without any set-off or deduction whatsoever.

5.5 NNBER PTE. LTD reserves the right to suspend any of the Services in its sole and absolute discretion and without notice and/or terminate this Agreement in accordance with Clause 13 if the Vendor does not pay any of the amounts due to NNBER PTE. LTD from time to time within the period specified in this Clause 

5.6 If your transaction involves a currency conversion, it will be completed at a foreign exchange rate which is determined by a Credit Card Issuing Bank. Please note that it is being adjusted regularly based on market conditions. The exchange rate may change without prior notice and may be applied immediately. In the event of any losses incurred due to whatever circumstances, NNBER PTE. LTD will not be held responsible and/or liable to such dispute.

6. REFUNDS AND CHARGEBACKS

6.1 All refunds shall be processed by the Vendor. In the event that the Vendor is unable to process its own refunds and wishes NNBER PTE. LTD to process refunds on behalf of the Vendor, NNBER PTE. LTD will levy a charge as set out in Vendor Fee Form.

6.2 NNBER PTE. LTD shall not be responsible for any Chargebacks. The Vendor agrees and acknowledges that the Vendor will deal with any and all Chargebacks directly with NNBER PTE. LTD.

6.3 The Vendor agrees and undertakes to provide NNBER PTE. LTD with details of any and all Chargebacks so that NNBER PTE. LTD can record such Chargebacks.

7 MISUSE OF SERVICES

7.1 NNBER PTE. LTD reserves the right to suspend or terminate the Vendor’s right of access to the Payment Services if

7.1.1 the Vendor is or appears to NNBER PTE. LTD to be in breach of any of the provisions of this Agreement including without limitation, the provision of false information submitted on the Vendor Application Form or any other misuse of the Payment Services;

7.1.2 the Vendor ceases to be a party to a binding Payment Card Agreement ;

7.1.3 advised to do so by any Bank, Visa or MasterCard.

7.1.4 fraud or the inability of the Vendor to meet the Chargeback is suspected;

7.1.5 if the Vendor is suspected of not meeting security standards set out by the Bank or Payment Card Scheme providers; or

7.1.6 a service upon which the Payment Services System relies is unavailable.

8. SOFTWARE LICENSE

8.1 NNBER PTE. LTD hereby grants to the Vendor a non-exclusive non-transferable license to use the Software for the duration of this Agreement upon the terms and conditions set out in this Clause 8.

8.2 The licence granted hereunder shall be deemed to incorporate and include all Software, which is supplied from time to time to the Vendor or its Customers by NNBER PTE. LTD. This Clause 8 is without prejudice to NNBER PTE. LTD’s right to charge the Vendor for the supply of any bespoke software.

8.3 The licence hereby granted and the Vendor’s rights to use the Software are subject to the following restrictions:-

8.3.1 the Software shall be used only by the Vendor for the purposes of this Agreement and in relation to the Vendor’s Website;

8.3.2 the Vendor shall not assign sub-license charge or otherwise dispose of or grant rights over the licence hereby granted or the Software and shall not attempt to do any such thing, without the prior written consent of NNBER PTE. LTD;

8.3.3 the Vendor shall not attempt to ascertain or list the source programs or source code relating to the Software;

8.3.4 the Vendor shall not decompile or translate the Software into any other computer language or attempt to do so;

8.3.5 the Vendor undertakes that it shall not without the prior written consent of NNBER PTE. LTD use the Software for any business purpose not approved by or acceptable to NNBER PTE. LTD.

8.4 NNBER PTE. LTD reserves its rights to make any improvements, substitutions or modifications in the specification of any element or part of the Software.

9. AUTHORITY

9.1 The Vendor authorizes NNBER PTE. LTD, its Associated Company, partners, suppliers and/or their agents/contractors, the Bank and any other required party to:

9.1.1 discuss any matter that relates to the establishment of the Vendor Account, the provision of the Payment Services and the Vendor’s Obligations,

9.1.2 complete and/ or correct any details in this Vendor Application, and

9.1.3 provide where necessary a copy of this Vendor Application as evidence of the granting of such authority.

10. WARRANTIES AND UNDERTAKINGS OF THE VENDOR

10.1 The Vendor warrants and undertakes that:

10.1.1 All representations and statements made by the Vendor in this Agreement or in any other document relating hereto is true, accurate and complete in all material respects;

10.1.2 It has the necessary authority to agree to these Terms and Conditions and is not by virtue in contravention of any provision of any contracts or its association or constitutional document;

10.1.3 It is in the legitimate business of supplying services and/or selling goods in the market for which it is entitled to receive payment or collect fees or other duties and are duly licensed to conduct such business under the laws of all jurisdictions in which it conducts business

10.1.4 it will comply with all laws, policies, guidelines, regulations, ordinances or rules applicable to the Vendor, this Agreement the Vendor’s business or the Transactions including without limitation (a) the Credit Card Association rules and regulations, expressly including the Payment Card Industry Data Security Standard (b) any regulatory body or agency having jurisdiction over the subject matter hereof ;

10.1.5 It has open and maintain at all times during the term of its services, an account in its name with one of the banks which participate in the clearing and settling of the payments arising from its use of this Payment Gateway Service;

10.1.6 It provides and will continue to provide, throughout its use of this Payment Services, an adequate level of service to users and cardholders.

11. VENDOR’S OBLIGATIONS

11.1 Without limiting the Vendor’s obligations under this Agreement, the Vendor will:

11.1.1 pay any and all Fees in accordance with Clause 5;

11.1.2 comply with all reasonable directions of NNBER PTE. LTD relating to the Payment Services including only implementing an Interface exactly to the specification set by NNBER PTE. LTD;

11.1.3 comply with all technical, security and privacy standards set out by the Bank and the Payment Card Scheme Rules and provide evidence of compliance to NNBER PTE. LTD upon request;

11.1.4 immediately notify NNBER PTE. LTD upon any malfunction or breakdown of any part of NNBER PTE. LTD Payment Gateway System;

11.1.5 not make any warranty or representation whatsoever in relation to the Payment Services which may bind NNBER PTE. LTD liable of any way whatsoever;

11.1.6 if applicable, display the NNBER PTE. LTD logo and any associated text on its Website in which the Payment Services are used and further agrees and undertakes to incorporate a hypertext link to the appropriate NNBER PTE. LTD Website in a form agreed between the parties. The Vendor further agrees and undertakes to amend the NNBER PTE. LTD logo, any associated text, and hypertext link within seven (7) days of a written request from NNBER PTE. LTD;

11.1.7 provide NNBER PTE. LTD with accurate information regarding the Vendor’s designated bank account;

11.1.8 not use the Payment Services in any manner whatsoever which constitutes a violation of any law or regulation or which may cause NNBER PTE. LTD to be subject to any investigation, prosecution or legal action or for any type of business which in the opinion of NNBER PTE. LTD is unacceptable;

11.1.9 describe accurately on the Vendor’s Website the procedure for entering into a Transaction by making clear what is being sold on the Vendor’s Website, the price and the action, which must be taken in order to enter into a legally binding contract;

11.1.10 immediately notify NNBER PTE. LTD of any technical alterations made to the Vendor’s Website or any other third party services and software that is/are required by the Vendor for the effective delivery of its business operation over the Internet. Under any of these circumstances, NNBER PTE. LTD may reassess the Vendor and subject to such reassessment may charge an additional fee or terminate this Agreement with immediate effect.

11.2 For the avoidance of doubt, in the event of termination howsoever caused the Vendor agrees and undertakes to remove any such hypertext link and/or NNBER PTE. LTD logo from its Website immediately.

12. WARRANTY

12.1 NNBER PTE. LTD will use its reasonable skill and care in providing the Vendor’s Payment Services Solution but will have no liability whatsoever for any and all direct, indirect or consequential loss arising from any delay or failure to provide all or any loss of data which may be sought from delays, failure to provide all or any loss of data which may be sought from delays, failure to deliver or service interruptions outside the control of NNBER PTE. LTD including without limitation those arising from errors or omissions on the part of the Vendor or from levels of use which are unusually large and which have the effect of causing disruption or delays in the Payment Services.

12.2 The preceding warranty will not apply if (a) any Payment Services or products provided hereunder are used in material variation with this Agreement or the applicable documentation; (b) any Payment Services or Software have been modified without the prior written consent of NNBER PTE. LTD; or a defect in any Payment Services or Software has been caused by any of Vendor’s malfunctioning equipment or software.

12.3 NNBER PTE. LTD does not warrant that the Payment Services and/or Software are error free or will operate without interruption or are compatible with all equipment and software configurations. NNBER PTE. LTD gives no warranty whatsoever as to the quality of information received through the Services and/or Software.

12.4 NNBER PTE. LTD shall use commercially reasonable efforts to remedy material interruptions and will provide adjustments, repairs and replacements, within its capacity, that are necessary to enable the Payment Services to perform their intended function in a reasonable manner. The foregoing shall constitute your sole remedy, and NNBER PTE. LTD’s sole liability in the event of interruption, outage or other delay occurrences in the Payment Services. NNBER PTE. LTD does not warrant the services of any third party, including without limitation, the Vendor Service Provider, bank or any third party processor.

12.5 The warranty provisions under this Clause 12 shall be subject to the Vendor complying with its obligations under this Agreement and all other relevant agreements and to the Vendor having used the Payment Services strictly in accordance with the instructions of NNBER PTE. LTD and in accordance with this Agreement.

13. TERM AND TERMINATION

13.1 This Agreement shall commence on the Commencement Date and shall continue to be in force for an initial period of 36 months subject always to the provisions for earlier termination contained in this Agreement. The Vendor may request for an extension or renewal of this Agreement for a further period of 36 month by giving 30 days prior notice in writing before the expiry of the initial term subject to terms and conditions being mutually agreed upon between the parties.

13.2 Without prejudice to any other provisions of this Agreement, this Agreement may be terminated by either party:

13.2.1 on giving written notice to the other party if the other party is in breach of this Agreement and shall have failed either to remedy the breach or in the case of an irremediable breach, to pay reasonable compensation to the other party in either case within 30 days of receipt of a written request from the other party to remedy the breach or pay reasonable compensation; or

13.2.2 on giving written notice to the other party if the other party shall have a receiver, manager, administrator, administrative receiver or liquidator appointed or shall pass a resolution for winding up (otherwise than for the purpose of solvent amalgamation or reconstruction) or a court shall make and order to that effect or if the other party shall enter into any composition or arrangement with the creditors.

13.3 Without prejudice to any other provisions of this Agreement, NNBER PTE. LTD may terminate this Agreement by giving to the Vendor not less than 30 days written notice of termination. In the event of NNBER PTE. LTD giving notice pursuant to this clause 13.3 the parties will discuss arrangements for the orderly completion of any work in hand. For the avoidance of doubt, the parties obligations (including the obligation of the Vendor to pay the Fees to NNBER PTE. LTD hereunder in accordance with Clause 5 for all Payment Services provided up to the date of termination) shall continue during such 30 day notice period.

13.4 Any notice given under Clause 13.2.1 or 13.2.2 shall state the date when such termination shall take effect, such date not to be greater than 7 days after the date of such notice. For the avoidance of doubt, any such notice may be stated to take effect forthwith.

13.5 NNBER PTE. LTD may terminate this Agreement with immediate effect by notice in writing in the event that :

13.5.1 any Bank declines to offer or continue to provide the Vendor with services for any reason whatsoever; or

13.5.2 where the Vendor wishes to use the Payment Services to support a business which is contrary to any applicable laws or prohibited under the Payment Scheme Rules; or

13.5.3 if the Vendor is unable to pay its debts when due; or

13.5.4 if the Vendor ceases or threatens to cease carrying on its business

14. EFFECTS OF TERMINATION

14.1 Any termination of this Agreement howsoever occasioned shall not affect any accrued rights or liabilities of either party nor shall it affect coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

14.2 In respect of the period if any between the date that notice of termination is given and the effective date of termination (“the Termination Date”) the following provisions shall have effect:-

14.2.1 NNBER PTE. LTD shall continue to provide the Payment Services until the Termination Date;

14.2.2 on the Termination Date NNBER PTE. LTD shall cease to provide the Payment Services; and

14.2.3 the Vendor shall pay all Fees due in accordance with Clause 5 up to and including the Termination Date.

14.3 In the event of termination of this Agreement for whatever reason, the Vendor shall:

14.3.1 immediately return to NNBER PTE. LTD all material, documentation or otherwise relating to the Payment Services; and shall not thereafter use the NNBER PTE. LTD trademarks or derivatives thereof; and

14.3.2 permit NNBER PTE. LTD access to the Vendor’s premises to remove all materials, documentation supplied by NNBER PTE. LTD for the provision of the Payment Services.

15. LIMITATION OF LIABILITY AND DISCLAIMER

15.1 DISCLAIMER. Except as otherwise provided in this agreement, the vendor expressly agrees that NNBER PTE. LTD shall not be liable for any loss (however occurring, including negligence) arising from or relating to : (a) the vendor’s failure to properly activate, integrate or secure the vendor’s account; (b) fraudulent transactions processed through your payment gateway account(s); disruption of NNBER PTE. LTD services, systems, server or website by any means, including without limitation software viruses, Trojan horses, worms, time bombs or any other technology; (d) actions or inactions by any third party, including without limitation, a vendor service provider or bank; or (e) unauthorised access to (i) data, customer data, transaction data or personal information belonging to NNBER PTE. LTD, vendor or any third party or (ii) the Payment Services or any system or programme associated therewith; or (f)the limitation of the functioning of any NNBER PTE. LTD services or software, hardware or equipment associated therewith or (g) rejection of payments or any dispute arising between the vendor and the cardholders or customers.

15.2 THIRD PARTY PRODUCTS AND SERVICES. NNBER PTE. LTD makes no representations, warranty or guarantee whatsoever in relation to third party products or services. Your use of third party products and services is at your own risk. NNBER PTE. LTD assumes no responsibility and expressly disclaims any liability for claims of loss and/or fraud incurred resulting from the use of or conclusions drawn from any third party product or service, regardless of whether or not NNBER PTE. LTD is a reseller or referral agent for such product or service.

15.3 NNBER PTE. LTD shall have the right to withhold payment from you if any of the following circumstances occur:

  • (i) In the event that irregularities are detected in respect of the transaction presented by you or that NNBER PTE. LTD has reason to believe that the transaction presented by you have not been issued for legitimate supply of Products or being fraudulent or illegal, NNBER PTE. LTD is entitled to withhold payment until NNBER PTE. LTD has examined or verified acceptable supporting documentation from you, and in the event the transaction is, in NNBER PTE. LTD’s reasonable opinion, not valid, no payment shall be made by NNBER PTE. LTD.
  • (ii) You are identified by VISA Inc or MasterCard Worldwide or any other payment schemes you subscribe to or suspected by NNBER PTE. LTD to be the Point-Of-Compromise (Compromising Customer Account).

15.4 Where one of your End Users lodges a complaint against you with NNBER PTE. LTD, NNBER PTE. LTD shall re-direct such complaint to you for your speedy resolution. However, in the event that you are unable to resolve the complaint within one (1) week and End User resubmits his/her complaint to NNBER PTE. LTD, NNBER PTE. LTD reserves the right to settle in its sole discretion such complaint as NNBER PTE. LTD deems reasonable and necessary to maintain NNBER PTE. LTD's, business reputation and goodwill, and you agree to reimburse NNBER PTE. LTD for all costs and out-of-pocket expenses incurred by NNBER PTE. LTD thereto, including but not limited to any refund for the price of your Products provided by NNBER PTE. LTD to your End User.

16. CONDITIONS PRECEDENT

16.1 This Vendor Application is conditional upon the Vendor being granted a Payment Card Agreement as applicable, and NNBER PTE. LTD’s written acceptance of the Vendor Application by a duly authorized representative.

17. INTELLECTUAL PROPERTY

17.1 The Vendor acknowledges and agrees that all Intellectual Property rights in and relating to the NNBER PTE. LTD logo, NNBER PTE. LTD trademarks and Software are owned by NNBER PTE. LTD or its affiliates. The Vendor may only use such Intellectual Property rights in accordance with NNBER PTE. LTD’s written instructions from time to time.

18. CONFIDENTIAL INFORMATION

18.1 Both parties will keep confidential and will ensure that its employees and subcontractors keep confidential and will not use or disclose or attempt to use or disclose to any person any Confidential Information which comes to the knowledge of the Parties during this Agreement.

18.2 The term “Confidential Information” extends to all knowledge and information relating to the trade, business activities, operations, organization, finances, processes, dealings, specifications, methods, designs, formulae, computer software and technology of and specifically concerning any of the parties, customers or suppliers.

18.3 The restriction contained in Clause 18.1 shall apply both during and after the termination of this Agreement but shall cease to apply to information or knowledge which:

18.3.1 has in its entirety become public knowledge otherwise than through any unauthorized disclosure or other breach of such restriction;

18.3.2 has already come into the possession of either party or independent third party without breach of any obligation of confidentiality;

18.3.3 either party has consented in writing to it being disclosed; and

18.3.4 is or has been independently developed by either party without reference to or use of the Confidential Information.

18.4 All Confidential Information (howsoever stored) concerning either party supplied by either party or prepared by or on behalf of either party for the purposes of this Agreement and all copies and extracts of it made or acquired by or on behalf of either party shall be used only for the purposes of this Agreement and shall be the property of the party to whom such Confidential Information relates to and shall be returned to the party upon termination of this Agreement.

19. NON-ASSIGNMENT

19.1 This Agreement is personal to the Vendor and the Vendor may not without the prior written consent of NNBER PTE. LTD assign or dispose of it, part with any interest in it or grant any sub-license or delegate any of the rights conferred by it. NNBER PTE. LTD shall be entitled to assign and/or sublicense this Agreement in whole or in part.

19.2 NNBER PTE. LTD further reserves the right to fulfill any of its duties and powers under this Agreement by using agents and subcontractors.

20. GOVERNING LAW AND JURISDICTION

20.1 The formation, construction, performance, validity and all aspects whatsoever of this Agreement shall be governed by the laws and regulations of The Republic of Singapore. The parties hereby submit themselves to the exclusive jurisdiction of the courts of The Republic of Singapore.

21. DISPUTES

21.1 The Vendor shall not involve NNBER PTE. LTD in any dispute or claim that may arise between the Customers or Cardholders and the Vendor unless:

21.1.1 Such dispute or claim relates specifically to the use of the Payment Services; and

21.1.2 Such dispute or claim is notified to NNBER PTE. LTD within thirty (30) days of the date of occurrence of the dispute or claim; and

21.1.3 Such dispute or claim arises from a Transaction through the Vendor’s URL registered with NNBER PTE. LTD for the use of the Payment Services; and

21.1.4 The Vendor has furnished to NNBER PTE. LTD all materials and information relating to the said dispute or claim which NNBER PTE. LTD may reasonably request for the purpose of its investigations.

21.2 It shall be the sole responsibility of the Vendor to deal with all complaints made by the Customers or Cardholder in respect of the goods or services supplied under the Payment Services in like manner as if such goods or services had been supplied by the Vendor under other forms of payment acceptable to the Vendor.

21.3 In the event of a dispute or claim of whatever nature arising from payment through the Payment Services, the records of detailed transactions available from the Vendor and NNBER PTE. LTD shall be used as a reference and shall be the sole basis of settling the aforesaid dispute or claim. In the event where there are discrepancies between the records of NNBER PTE. LTD and of the Vendor, the discrepancies shall be jointly investigated by NNBER PTE. LTD and the Vendor using information from both parties whenever appropriate, and proper adjustments (if necessary) shall be made accordingly but where the discrepancies cannot be reconciled, the records of NNBER PTE. LTD shall prevail.

21.4 The Vendor agrees that where multiple payments have been affected by or on behalf of a Customer or Cardholder in respect of any transaction, whether through the Payment Services or through any other existing system of payment, the Vendor shall refund or reimburse such Customers or Cardholder for such excess payments made and shall fully indemnify and keep indemnified NNBER PTE. LTD against any claim related to such excess payments.

22. NOTICES

22.1 Any notice or other communication required to be given hereunder shall be given by post or facsimile address to the parties at the address contained in this Agreement or such other addresses as shall have been notified to the other for the purposes of this Agreement. Any notice so given by post shall unless the contrary is proved, be deemed served at the expiry of three days after it is posted and in proving such posting it shall be sufficient to prove that the envelope containing the notice was properly addressed and posted as a pre-paid letter. Any notice given by facsimile shall, unless the contrary is shown, be deemed to have been served when in the ordinary course of transmission it would first be received by the addressee in normal business hours.

23. SEVERABILITY

23.1 If any terms or provision of this Agreement shall be held to be illegal or unenforceable in whole or in part, under any enactment or rule of law, such term or provision or part shall to the extent be deemed not to form part of this Agreement but the validity and enforceability of the remainder of this Agreement shall not be affected.

24. AMENDMENT; MODIFICATIONS

24.1 No amendment, modification or change to any provision of this Agreement, nor consent to any departure by either party therefrom, will in any event be effective unless the same shall be in writing and signed by the other party, and then such consent will be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, NNBER PTE. LTD may amend this Agreement at any time upon written or electronic notice to the Vendor of not less than ten(10) days prior to the effective date of such amendment, provided that the addition or change of Fees will become effective upon at least thirty (30) days’ notice. If the Vendor does not agree to such amendments, the Vendor’s sole remedy is to immediately terminate this Agreement upon written notice to NNBER PTE. LTD.

25. GENERAL

25.1 The Agreement represents the entire agreement and understanding between the parties relating to the subject matter of this Agreement and supersedes any and all prior agreements, arrangements, statements and understandings, except for any fraud or fraudulent representation by either party.

25.2 If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way.

25.3 No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach.